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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 17, 1997
Market America, Inc.
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 000-23250 56-1784094
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State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification No.)
7605-A Business Park Drive 27409
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (910) 605-0040
N.A.
(Former Name or Former Address, if Changed Since Last Report)
Six consecutive pages
Exhibit Index appears on consecutive page 4.
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MARKET AMERICA, INC.
Item 4. Changes in Registrant's Certifying Accountant.
On July 17, 1997, Market America, Inc. (the "Registrant")
engaged the firm of Dixon, Odom & Co., L.L.P. ("Dixon, Odom") as the principal
accountant to audit the Registrant's financial statements for the fiscal year
ended April 30, 1997. Before the engagement, neither the Registrant nor anyone
acting on its behalf (i) had consulted Dixon, Odom regarding the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit that might be rendered on the Registrant's financial
statements, and (ii) had been provided by Dixon, Odom with advice that was an
important factor considered by the Registrant in reaching a decision as to an
accounting, auditing or financial reporting issue. The decision to engage Dixon,
Odom was approved by the Board of Directors of the Registrant.
Terrence J. Dunne, Certified Public Accountant, Spokane,
Washington, had audited the Registrant's financial statements for the fiscal
year ended April 30, 1996. The Registrant asked Mr. Dunne to step aside in favor
of Dixon, Odom because the Registrant desired to proceed with negotiations with
the American Stock Exchange regarding the listing of the Registrant's common
stock on the Exchange. Personnel from the Exchange have advised the Registrant
that, in order to be considered for an Exchange listing, the Registrant would be
required to engage a larger accounting firm with greater peer review. Dixon,
Odom, a prominent regional public accounting firm, appears to meet the
Exchange's requirements.
Mr. Dunne's report on the financial statements of the
Registrant for the fiscal year ended April 30, 1996 did not contain an adverse
opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit
scope or accounting principles. There were no disagreements between the
Registrant and Mr. Dunne on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure that, if not
resolved to Mr. Dunne's satisfaction, would have caused Mr. Dunne to make
reference to the subject matter of the disagreement in connection with his
report.
The Registrant requested Dixon, Odom to review the disclosure
contained in the first paragraph of this Item 4 and provided Dixon, Odom an
opportunity to furnish the Registrant with a letter addressed to the Commission
containing any new information, clarification of the Registrant's expression of
its views, or the respects in which Dixon, Odom did not agree with the
statements made in the first paragraph. Attached as an exhibit to this report is
a copy of a letter from Dixon, Odom expressing agreement with such statements.
The Registrant provided Mr. Dunne with a copy of the
disclosures made in the second and third paragraphs of this Item 4, requesting
Mr. Dunne to
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furnish a letter addressed to the Commission stating whether he agreed with the
statements made therein and, if not, stating the respects in which he did not
agree. Attached as an exhibit to this report is a copy of a letter from Mr.
Dunne expressing agreement with such statements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Listed below are the financial statements, pro forma financial
information and exhibits filed as part of this report:
(a) Financial statements of businesses acquired:
N.A.
(b) Pro forma financial information:
N.A.
(c) Exhibits:
The exhibits filed as part of this report
are listed in the Exhibits Index, which
appears immediately after the signature page
and is incorporated herein by this
reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MARKET AMERICA, INC.
By: /s/ James H. Ridinger
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James H. Ridinger
Chairman of the Board, President &
Chief Executive Officer
Date: July 23, 1997
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Exhibits Index
Exhibit
Number Exhibit Description
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16-1 Letter of Dixon, Odom & Co., L.L.P., dated July 21, 1997*
16-2 Letter of Terrence J. Dunne, Certified Public Accountant,
dated July 18, 1997*
* Filed herewith.
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EXHIBIT 16-1
[Letterhead of DIXON, ODOM & CO., L.L.P.]
Certified Public Accountants
July 21, 1997
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We have read the first paragraph included under Item 4 of the Form 8-K of Market
America, Inc. dated July 17, 1997 and agree with the statements contained
therein.
Very truly yours,
/s/ Dixon, Odom & Co., L.L.P.
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Dixon, Odom & Co., L.L.P.
EXHIBIT 16-2
[Letterhead of
Terrence J. Dunne, MBA, MST]
July 18, 1997
Securities and Exchange Commission
Washington, DC 20549
RE: Market America, Inc.
SEC File Number 000-23250
Dear Sir or Madam:
I have read Item 4 of the Form 8-K of Market America, Inc. dated July 17, 1997,
and agree with the statements contained therein.
Sincerely,
/s/ Terrence J. Dunne
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Terrence J. Dunne
Certified Public Accountant
Spokane, Washington
